KORE Group Holdings, Inc. ("KORE" or the "Company"), the global pure-play Internet of Things ("IoT") hyperscaler and leading provider of IoT Connectivity, Solutions and Analytics, Searchlight Capital Partners, L.P. and Abry Partners, each a leading global private investment firm, announced that they have entered into a definitive agreement and plan of merger (the "Agreement") under which Searchlight and Abry will acquire all of the shares of KORE's issued and outstanding common stock that are not currently owned by them in an all-cash transaction valued at approximately $726 million.
The purchase price represents a 691% premium to the closing price of the Company's common stock as of December 18, 2024, the last trading day prior to Searchlight amending its Schedule 13D with the Securities and Exchange Commission to indicate that Searchlight may seek to further invest in or evaluate a full acquisition of KORE, and a 132% premium to the closing price of the Company's common stock as of November 3, 2025, the last trading day prior to Searchlight and Abry submitting a letter to the Company indicating an interest in acquiring the Company for $5.00 per share.
The members of the KORE Board of Directors voted unanimously in favor of the transaction, at a special meeting by all members present, and was based on the recommendation of a Special Committee of the Board consisting solely of independent directors and advised by independent financial and legal advisors. The Special Committee was established to, among other things, evaluate the advisability and fairness of strategic alternatives to the Company and its stockholders (including unaffiliated stockholders of the Company). Upon closing, KORE will operate as a privately-held company.
Abry is presently the beneficial owner of approximately 28% of the Company's issued and outstanding shares of common stock, and Searchlight also is the holder of all of the Company's issued and outstanding Series A-1 preferred stock (with a present liquidation preference of approximately $275 million) and the holder of warrants to purchase approximately 14% of the Company's shares of common stock, on a fully diluted basis. Under the terms of the Agreement, Searchlight and Abry will acquire all issued and outstanding shares of KORE common stock not already owned by them at an all-cash price of $9.25 per share.
"We are pleased to have reached this agreement with Abry and Searchlight, which unlocks significant value for our stockholders at a substantial premium," said Ron Totton, KORE's Chief Executive Officer and President. "This agreement follows a comprehensive review of strategic alternatives by the Special Committee, which unanimously determined this transaction to be the optimal path forward. In addition to delivering immediate value to our stockholders, the partnership with Searchlight and Abry provides KORE with seasoned and strategically aligned investors to accelerate our vision as a private, customer-centric IoT leader. Both firms have an exceptional track record of helping their portfolio companies foster the growth and innovation required to be an industry leader with a loyal and satisfied customer base."
Timothy Donahue, Chairman of KORE's Board of Directors and Chairman of the Special Committee, said, "The KORE Board explored numerous strategic alternatives and carefully considered the best way to position KORE for long-term success. We strongly believe that the transaction with Searchlight and Abry was the best option to position KORE in the IoT marketplace and deliver the highest value to the Company's stockholders."
Transaction Details, Approvals and Timing
Closing of the transaction is conditioned upon, among other things, approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by stockholders other than Searchlight and Abry, Board members who are affiliated with Searchlight and Abry and certain Company officers, receipt of regulatory approvals, including clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, and by the Committee on Foreign Investment in the United States (CFIUS) and other customary closing conditions.
In addition, concurrent with the signing of the merger agreement, Cerberus Telecom Acquisition Holdings, LLC, the SPAC sponsor, executed and delivered a voting and support agreement with KORE in favor of the transaction. Searchlight and Abry also executed and delivered, and certain other stockholders holding not more than 2,500,000 shares of common stock of the Company will be asked to execute and deliver, voting, support and rollover agreements with KORE in favor of the transaction. The voting agreements would terminate upon termination of the merger agreement in accordance with its terms for KORE to accept a superior offer and upon certain other circumstances.
The closing of the transaction is not subject to a financing condition. KORE expects the transaction to close during the second or third quarter of 2026.
Advisors
Rothschild & Co is acting as financial advisor and Richards, Layton & Finger, P.A. as legal advisor to the Special Committee. Troutman Pepper Locke LLP is serving as legal advisor to KORE. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Searchlight. Kirkland & Ellis LLP is acting as legal advisor to Abry. TD Cowen is acting as financial advisor to Searchlight and Abry.
